Article VIII Duties and Powers of the Board

Section Powers. Without prejudice to the general powers of the Board of Directors set forth in Article VII, Section 1, the Directors shall have the power to:

(a) Exercise all powers vested in the Board under the laws of the State of California.

(b) Remove all officers of the Corporation, subject to Article X, Section 4, and other Corporation employees; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their compensation.

(c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Corporation, and to fix their duties and to establish their compensation.

(d) Adopt and establish rules and regulations governing the affairs and activities of the Corporation, and take such steps as they deem necessary for the enforcement of such rules and regulations, including the imposition of monetary penalties and/or the suspension of voting rights; provided notice and a hearing are provided as more particularly set forth in section 7341 of the Corporations Code.

(e) Enforce all applicable provisions of these Bylaws.

(f) Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the Corporation.

(g) Pay all taxes and charges which are or would become a lien on any portion of the Corporation’s real or personal property.

(h) Contract for and pay for construction or reconstruction of any portion or portions of the Corporation’s property which have been damaged or destroyed and which are to be rebuilt.

(i) Delegate its duties and powers hereunder to the officers of the Corporation or to committees established by the Board, subject to the limitations expressed in Section 1 of Article IX hereof.

(j) Levy, and collect dues and assessments from the Members of the Corporation in accordance with Article XI hereof:

(k) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Corporation in a manner consistent with generally accepted accounting principles, and prepare an annual report, a copy of which shall be delivered to each requesting Active Member as provided in Article XI, Section 11 hereof.

(l) Establish and appoint the members of the committees prescribed in these Bylaws and such other committees as they deem necessary from time to time in connection with the affairs of the Corporation in accordance with Article IX hereof.

(m) Fill vacancies on the Board of Directors or in any committee, except for a vacancy created by the removal of a Board member for reasons other than nonattendance of Board meetings.

(n) Open bank accounts and borrow money on behalf of the Corporation and designate the signatories to such bank accounts.

(o) Bring and defend actions on behalf of more than one Member or the Corporation to protect the interests of the Members or the Corporation, as such, so long as the action is pertinent to the operations of the Corporation, and assess the Members for the cost of such litigation.

(p) All authority and responsibility for the well-being of the Corporation, unless otherwise specified in these bylaws or otherwise delegated in writing by the Board, shall remain with the Board.